VENDING MACHINE AGREEMENT This Agreement is made the day, month and year stated in i n Section 1 of the First Schedule hereto between KOPERASI MATRADE SDN BHD KUALA LUMPUR (W-5-0381) the party whose name and description are stated in Section 2(a) of the First Schedule hereto (hereinafter referred to as “roprietor!) of the "rst part A#$ the party whose name and description are stated in Section 2(b) of the First Schedule hereto (hereinafter referred to as “%perator! which e&pression shall where the conte&t so re'uires admits include its successors in title, transferees and permitted assigns) of the other part) RECITALS
%pera %perato torr is a sole sole prop propri riet etor or with with prin princi cipa pall plac place e of busi busines ness s at *+*+ *+*+A, A, Setiawangsa usiness Suites, alan Setiawangsa 11, Taman Setiawangsa, -.2// 0uala umpur %perator is engaged in the business of installing and operating automatic ending machines at arious business locations and of selling articles of mercha merchandi ndise, se, food, food, and beerag beerages es to the public public throug through h such such machin machines es roprietor is the owner of the premise located at 3enara 3AT4A$5, alan Sultan A6lan A6lan Shah, Shah, -/.7/ -/.7/ 0uala u umpu mpur, r, and 8ilaya 8ilayah h erse erse9u 9utua tuan n 0uala uala u umpu mpurr (hereinafter referred to as “$emised remise!) which address and description are stated stated in Sectio Section n + of the First irst Schedu Schedule le hereto hereto %perat %perator or desir desires es to instal installl seeral automatic ending machines on the demise premise of roprietor for the sale of 5nter the products sold , and roprietor desires to grant %perator a license for such such purpos purposes es on the terms terms and condit condition ions s contai contained ned in this this agreeme agreement nt Therefore, in consideration of the mutual coenants and promises contained herein, it is hereby agreed as follows:
ARTICLE 1. EXCLUSIVE GRANT
roprieto roprietorr hereby hereby grants grants to %perator the e&clusi e&clusie e right and priilege priilege to install, install, operate, and maintain ending machines on the demise premises of roprietor and it is e&pressly understood and agreed that all sales of food, snac9s, and beera beerages ges or other other mercha merchandi ndise se on the aforem aforement ention ioned ed demise demise premis premise e of roprietor shall be by means of those ending machines installed and operated by %perator roprietor shall not cause or permit the sale of such items with the oper operat atio ion n of end endin ing g mach machin ines es by any any othe otherr pers person on,, "rm, "rm, or corp corpora orati tion on including roprietor ARTICLE . INSTALLATION O! MACHINES
%perator shall install on the demise premise of the roprietor at such locations as are are mutual mutually ly agreed agreed upon upon by the parties, parties, 5nter 5nter the machine machine types types as are are set forth forth in Section First Schedule as attached hereto and incorporated herein by this reference
ARTICLE 3. REMOVAL AND REPLACEMENT O! MACHINES
%perator shall hae the right to remoe any of the machines installed on the demise premise of the roprietor under this Agreement and to replace any such machine with a ending machine of similar type, 'uality, and appearance ARTICLE ". INCREASE OR DECREASE IN MACHINES
%perator shall hae the right to increase or decrease the number of machines installed on the demise premise of roprietor, to ad;ust to changes in demand, sales, or economic conditions, proided howeer, at least one machine shall be proided at all time during the term of this Agreement roprietor shall hae the right to impose restrictions on the number or placement of machines where such number or placement would interfere with the normal operation of roprietor
This Agreement shall commence thirty (+/) days after e&ecution e&ecution of this Agrreeme Ag eement nt and and sh shal alll be for for a term term of 5nte 5nterr leng length th of cont contra ract ct from from that that commenc commencemen ementt date date and shall shall be renew renewed ed automa automatic tically ally and contin continue ue for successie periods unless notice of termination is gien by either party to the other in writing at least 5nter number of days days prior to the e&piration of the then current
ARTICLE #. OWNERSHIP O! MACHINES
=t is unde unders rsto tood od and and agre agreed ed by and and betwe between en the the part parties ies that that the the end endin ing g machines installed on the demise premise of roprietor by %perator are and shall remain the property of %perator >pon termination of this Agreement by any means, means, %perat %perator or shall shall hae hae the right right withou withoutt furthe furtherr notice notice to ropr roprieto ietorr to
remoe any and all ending machines belonging to %perator which hae been installed on the demise premise of roprietor ARTICLE $. SELECTION AND PRICING
%perator shall 9eep the machines stoc9ed at all times with su?cient 'uantities of asso assort rted ed sn snac ac9s 9s and and bee beerag rages es to insu insure re cont contin inuo uous us ser seric ice e to patr patron ons s of roprietor roprietor %perator %perator shall hae sole control control oer the selection selection of brands brands of such items to be o@ered for sale through the ending machines and of the prices at which they are o@ered for sale, but he shall to the e&tent possible, see9 to o@er the patrons of roprietor a wide selection of brands at competitie prices
ARTICLE 8. RISK O! DAMAGE TO MACHINES
5&cept as may be attributable to roprietor by reason of the negligence of its o?cers, agents, or employees, %perator assumes partial ris9 and responsibility for for any any loss loss,, dest destruc ructi tion on,, or dama damage ge occu occurr rrin ing g to the the end ending ing machi machines nes %perator reseres the right of compensation from roprietor from losses incurred as the result of damage to machines by those employed by roprietor roprietor
ARTICLE %. MAINTENANCE AND SERVICE
%perat %perator or shall shall regula regularly rly inspec inspect, t, seric serice, e, clean, clean, and mainta maintain in the descri described bed ending ending machines and shall 9eep them operating and in good wor9ing order, at all all time times s prom prompt ptly ly maint maintai aini ning ng them them in a clea clean n and and sanit sanitary ary cond condit itio ion n in accor accordan dance ce with with all applica applicable ble federal federal,, state state and local local laws laws ropr ropriet ietor or shall shall supply suitable waste disposal containers for the conenience of users of the ending machines and shall proide and bear the e&pense of garbage remoal and disposal serices All trash containers shall be emptied at least once daily daily ARTICLE 10. NOTI!ICATION O! MACHINE !AILURE
ropr ropriet ietor or agrees agrees to notify notify %perat %perator or promp promptly tly of any failure failure of the endin ending g machin machines es to functi function on prope properly rly and furthe furtherr agrees agrees to permit permit only only author authori6ed i6ed agents of %perator to remoe, open, or in any way tamper with the machines
ARTICLE 11.
UTILITIES
rop ropri riet etor or sh shal alll furn furnis ish h and and bear bear the the cost cost of all all util utilit ities ies nece necess ssar ary y for for the the operat operation ion of the endin ending g machin machines es instal installed led under under this this Agreeme Agreement nt and shall shall furnish suitable utility outlets for use by such machines roprietor shall proide continuous serice to the machines and machine areas and shall not cause or permit the interruption of such serice e&cept in the eent of an emergency emergency ARTICLE 1. !EES AND TAXES
%perator shall be responsible for and shall pay all state, county, and city license fees and sales or other merchandising ta&es ta&es that may be imposed on the sales of merchandise through its ending machines ARTICLE 13. RELATION O! PARTIES
=t is the intention of the parties that %perator be an independent contractor hereunder, and that no agency or employment relationship be created by this Agreement ARTICLE 1". COMPLIANCE WITH LAWS
5ach party shall comply with all federal, state, local, or other laws or regulations applicable to the sale of merchandise through ending machines ARTICLE 15. TERMINATION O! AGREEMENT
1-1 1-1 This This Agreeme Agreement nt may be terminat terminated ed by either either party party if the other other party defaults in the performance of an obligation or materially breaches any of the terms or condit condition ions s of this this Agreem Agreement ent and fails fails to cure cure such such defaul defaultt or breach breach within 5nter #umber of days days after serice of written notice upon him of such default or breach b reach 1-2
This Agreement Agreement may may be terminated terminated at any any time by %perator %perator by reason reason of unpro unpro"ta "tabil bility ity of the operat operation ion by giing giing 5nter 5nter #umber #umber of days days days days notice in writing to roprietor roprietor
ARTICLE 1# ASSIGNMENT
This Agreement shall not be assignable by either party without the prior written consent of the other party Sub;ect to the forgoing limitation, this Agreement shall endure to the bene"t of and be binding upon the successors and assigns of the respectie parties
ARTICLE 1$. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the parties with respect to the sub;ect ect matter hereof and supers ersede edes any and all agreemen ments, understandings, statements, or representations either oral or in writing ARTICLE 18. ATTORNE&S' !EES
Should any litigation be commenced between the parties hereto or their personal repre represen sentat tatie ie concer concernin ning g any proi proisio sions ns of these these Article Articles, s, or the rights rights and duties of any person in relation thereto, the party or parties preailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for their or his attorneys< fee in such litigation, which shal sh alll be dete determ rmin ined ed by the the cour courtt in su such ch litiga litigati tion on,, or in a sepa separa rate te acti action on brought for that purpose
ARTICLE 1%. GOVERNING LAW
The alidity of this Agreement and of any of its terms or proisions as well as the rights and duties of the parties hereunder shall be interpreted and construed pursuant to and in accordance with any laws, by*laws, rules andor regulations made by the Appropriate Authorities or any releant authorities a@ecting this Agreement
THE !IRST SCHEDULE
8hich is to be ta9en, read and construed as an essential part of the Agreement
S*+, N,
1
2(a)
I*
The day and year of this Agreement
#ame and description of the roprietor
P/*+2/
2/th F54>A4B 2/1C
0%54 %54AS AS== 3AT4 3AT4A$ A$5 5 0>AA >AA >3>4 54DA$ (8*-*/+71) .th Floor, 8est 8est 8ing, 3enara 3AT4 3AT4A$ A$5, 5, ala alan n Sult Sultan an Da;i Da;i Ahma Ah mad d Shah Shah,, -/ -/.7 .7/ / 0uala uala umpur
2(b)
#ame and description of the Tenant
5$ EA=TA (11/777*>)
S$#
D$
*+*+A, Setiawangsa usiness
Suites, alan Setiawangsa 11, Taman Taman Setiawangsa, -.2// 0uala umpur
+
$emised remise
0operasi 3AT4A$5 umpur erhad Type Type of usiness: Gending 3achine %perator %nly
0uala
Seri rice
Furniture and "ttings: Gending 3achine %nly
.
Eorrespondence
*+*+A, Setiawangsa usiness Suites, alan Setiawangsa 11, Taman Taman Setiawangsa, -.2// 0uala umpur
THE SECOND SCHEDULE
8hich is to be ta9en, read and construed as an essential part of the Agreement
S*+, N,
I*
P/*+2/
1
eriod of Tenancy
1 H 1 Bears
2
Eommencement $ate
2/th February 2/1C
+
Iuarterly 4ental
43C,///// >tilities) * 43-/ 43-// /// // machine
(=nclusie mont monthl hly y
per per
.
$eposit
43.,///// being the two (2) mont months hs rent rental al depo deposi sitt upon upon e&ecution of this Agreement
-
3onthly >tility
=nclusie in monthly rental
C
%ption eriod of 4enewal
0operasi umpur $iscretion
(a)
Fit Jout $eposit
(b)
Fit*out Fee
7
4ental ayment $ate
3AT4A$5 erhad
0uala sole
th day of eery 'uarter year (+ months)
